UPHONIA, INC.
2250 Butler Pike
Suite 150
Plymouth Meeting, PA 19462
June 9, 2006
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-4561
Re: Registration Statement on Form SB-2
File No. 333-115462
Ladies and Gentlemen:
Uphonia, Inc. (formerly known as SmartServ Online, Inc.) (the "Registrant")
hereby withdraws the above-referenced registration statement (the "Registration
Statement") which covers the resale by certain of its security holders of the
Registrant's common stock and the issuance by the Registrant of common stock in
payment of preferred stock dividends.
The Registrant is withdrawing the Registration Statement because it may be
engaging in a private offering of its securities, which private offering may be
undertaken in reliance on Rule 155(c).
There were no securities of the Registrant sold under the Registration
Statement.
Very truly yours,
/s/ Robert M. Pons
Robert M. Pons
Chief Executive Officer
cc: Mr. Adam Halper
